Amendment to Tender Offer Statement (Form SC TO-I/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AOG Institutional Fund

(Name of Issuer)

AOG Institutional Fund

(Name of Person(s) Filing Statement)

Class A Shares

(Title of Class of Securities)

00184C 200

(CUSIP Number of class of securities)

Class I Shares

(Title of Class of Securities)

00184C 101

(CUSIP Number of class of securities)

AOG Institutional Fund

c/o Ultimus Fund Solutions, LLC

P.O. Box 46707

Cincinnati, OH 45246

(877) 600-3573

(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Martin H. Dozier

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Tel: (404) 881-7000

February 21, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐	Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

Items 1 through 11.

This Final Amendment relates to the Tender Offer Statement on Schedule TO (the "Statement") originally filed by AOG Institutional Fund (the "Fund") on February 21, 2025 relating to the tender offer (the "Offer") by the Fund to repurchase up to 30.248 Class A Shares and up to 215,195.490 Class I Shares (the "Shares"), at a price per Share equal to the applicable net asset value per Share (that is, the value of the total assets of the Shares minus the total liabilities, divided by the total number of outstanding Shares) effective as of March 31, 2025 on the terms and subject to the conditions set forth in the Offer to Repurchase filed as Exhibit (a)(1)(ii) to the Statement (the "Offer to Repurchase").

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

1.

The Offer expired at 11:59 p.m., Eastern Time, on March 31, 2025.

2.

29,963.158 Class I Shares were validly tendered and not withdrawn prior to the expiration of the Offer.

Item 12(b). Filing Fees.

Filing Fee Exhibit.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AOG INSTITUTIONAL FUND

By: /s/ Frederick Baerenz

Name: Frederick Baerenz

Title: Principal Executive Officer

Dated: October 10, 2025

EXHIBIT INDEX

Exhibit
		Filing Fee Exhibit.